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IX Acquisition Corp.(IXAQU) - 2024 Q2 - Quarterly Report
IXAQUIX Acquisition Corp.(IXAQU)2024-08-19 20:20

Financial Proceeds - The company raised total gross proceeds of 230millionfromtheInitialPublicOfferingof23,000,000Unitsat230 million from the Initial Public Offering of 23,000,000 Units at 10.00 per Unit [157]. - The company generated gross proceeds of 7.15millionfromthesaleof7,150,000PrivatePlacementWarrantsat7.15 million from the sale of 7,150,000 Private Placement Warrants at 1.00 per warrant [158]. - The underwriters fully exercised their overallotment option, generating additional gross proceeds of 30millionfromthesaleof3,000,000additionalUnitsatanofferingpriceof30 million from the sale of 3,000,000 additional Units at an offering price of 10.00 per Unit [211]. - The company has placed 231.15millionfromtheIPOandPrivatePlacementinaTrustAccount,initiallyinvestedinTreasuryobligations[159].BusinessCombinationandExtensions−ThecompanyhasextendedtheCombinationPeriodmultipletimes,withthelatestextensionmovingthedeadlinetoDecember12,2023[180].−TheboardapprovedtheSecondExtensionAmendment,allowingthecompanytoextendthebusinesscombinationdeadlineuptotentimesuntilOctober12,2024,withamonthlycontributionof231.15 million from the IPO and Private Placement in a Trust Account, initially invested in Treasury obligations [159]. Business Combination and Extensions - The company has extended the Combination Period multiple times, with the latest extension moving the deadline to December 12, 2023 [180]. - The board approved the Second Extension Amendment, allowing the company to extend the business combination deadline up to ten times until October 12, 2024, with a monthly contribution of 50,000 from the sponsor [181]. - The company has until October 12, 2024, to complete a business combination, or it will face mandatory liquidation [207]. - The company entered into a Merger Agreement to acquire AERKOMM Inc., with a PIPE Investment of 35millionat35 million at 11.50 per share [161]. - AERKOMM aims to secure a minimum PIPE Investment Amount of at least 45million,excludingamountsfromSAFEAgreements[162].ShareholderActivity−Duringthe2023extraordinarymeeting,holdersof18,336,279ClassAordinarysharesredeemedtheirsharesforapproximately45 million, excluding amounts from SAFE Agreements [162]. Shareholder Activity - During the 2023 extraordinary meeting, holders of 18,336,279 Class A ordinary shares redeemed their shares for approximately 189 million, leaving about 48millionintheTrustAccount[171].−Holdersof1,817,650publicsharesredeemedsharesforapproximately48 million in the Trust Account [171]. - Holders of 1,817,650 public shares redeemed shares for approximately 19.99 million at a redemption price of about 11.00pershare[182].FinancialPerformance−ForthethreemonthsendedJune30,2024,thecompanyreportedanetlossofapproximately11.00 per share [182]. Financial Performance - For the three months ended June 30, 2024, the company reported a net loss of approximately 1.3 million, including 730,000inoperatingexpensesandalossof730,000 in operating expenses and a loss of 932,000 from changes in fair value of warrant liability [195]. - For the six months ended June 30, 2024, the net loss was approximately 2.0million,with2.0 million, with 1.6 million in operating expenses and 1.1millionfromchangesinfairvalueofderivativewarrantliability[196].−ForthesixmonthsendedJune30,2023,thecompanyreportedanetincomeofapproximately1.1 million from changes in fair value of derivative warrant liability [196]. - For the six months ended June 30, 2023, the company reported a net income of approximately 3.1 million, driven by 3.5millioninincomefrominvestmentsheldintheTrustAccount[198].CashandWorkingCapital−AsofJune30,2024,thecompanyhadapproximately3.5 million in income from investments held in the Trust Account [198]. Cash and Working Capital - As of June 30, 2024, the company had approximately 8,000 in cash outside the Trust Account and a working capital deficit of approximately 5.0million[203].−AsofJune30,2024,thecompanyhadapproximately5.0 million [203]. - As of June 30, 2024, the company had approximately 32.4 million in cash held in the Trust Account, intended for the initial business combination [206]. Compliance and Regulatory Matters - The company received a Total Shareholders Notice from Nasdaq for not meeting the Minimum Total Holders Rule, with a compliance deadline of April 6, 2024 [192]. - The company successfully appealed to Nasdaq for continued listing after failing to regain compliance with the Minimum Total Holders Rule [193]. Going Concern and Future Plans - There is substantial doubt about the company's ability to continue as a going concern if a business combination does not occur within one year from the issuance of the financial statements [208]. - The company plans to address uncertainties through the initial business combination, but there is no assurance of success within the Combination Period [209]. Agreements and Accounting - The Sponsor Support Agreement ensures the sponsor will vote in favor of the Merger Agreement and against any alternative proposals [166]. - The Registration Rights Agreement will allow for the resale of certain shares and warrants held by the Holders, terminating after five years or when no Registrable Securities are held [169]. - The company agreed to a fee reduction, forfeiting 66.94% of the deferred underwriting commissions, resulting in a total reduction of $8.1 million [214]. - The company has no off-balance sheet arrangements as of June 30, 2024 [216]. - All 23,000,000 Class A ordinary shares sold in the Initial Public Offering contain a redemption feature, classified outside of permanent equity [218]. - The company evaluates its financial instruments to determine if they are derivatives, with changes in fair value reported in the statements of operations [220]. - Recent accounting pronouncements, such as ASU 2023-09, are not expected to have a material impact on the company's financial statements [223].